Bleichroeder Acquisition Corp. II 8-K

What Happened

• Bleichroeder Acquisition Corp. II (Parent) and Pasqal Holding SAS entered Amendment No. 2 to their Agreement and Plan of Merger on June 25, 2026. The original Agreement was entered Feb. 28, 2026 and previously amended May 26, 2026 (Amendment No. 1).
• Amendment No. 2 revises the proposed Surviving Corporation’s initial board composition after the closing and changes the equity incentive plan (LTIP) provisions to remove certain supplemental awards previously reserved for Pasqal’s CEO and the chairman of Pasqal’s supervisory board.

Key Details

• Amendment effective date: June 25, 2026.
• Surviving Corporation initial board = nine directors; five must be French or European citizens and non‑U.S. residents.
• Six directors will be designated jointly by Parent and Pasqal (mutually acceptable); remaining directors to be named per the Business Combination Agreement and must meet Nasdaq independence rules.
• LTIP change: removed the provision that would have granted the Pasqal CEO and Pasqal supervisory board chairman awards up to 1% of post‑closing shares (in addition to the LTIP’s existing 10% share pool).

Why It Matters

• Governance: The amendment sets the initial board makeup and increases the presence of French/European non‑U.S. residents, which affects control and oversight of the combined company immediately after closing.
• Incentives and dilution: Removing the extra 1% awards for Pasqal leaders reduces planned executive share allocations and potential dilution for other shareholders while leaving the standard 10% LTIP pool intact.
• Process next steps: The business combination will be submitted to Bleichroeder shareholders; a joint Form F‑4/ proxy statement-prospectus has been filed and will be mailed once declared effective. Investors should review the Registration Statement and proxy materials when available for full details and risks.